1. Warranty and Disclaimer.
a) Limited Warranty. SmartDrone warrants only to Buyer that the Products, at the time of their delivery to Buyer and for 12 months thereafter, will conform to SmartDrone’s specifications for the Products (found in the User Guide provided with the Products) in all material respects and be free from defects in materials and workmanship. SmartDrone retains the right to change the specifications for the Products, including their dimensions, composition, design, performance, color and appearance, and to provide updates for Embedded Software, provided that, for purposes of the limited warranty stated above, the specifications applicable to any Products ordered hereunder will be the specifications in place at the time of manufacture. Products that are manufactured by SmartDrone may include new parts or serviceable used parts that are functionally equivalent to new parts. The foregoing limited warranty does not apply to damage caused by ordinary wear and tear, and is conditioned upon (i) installation, maintenance, and normal use of the Products, in conformity with the specifications and other instructions furnished by SmartDrone from time to time, and in a manner and for purposes for which the Products were designed and intended by SmartDrone; (ii) no labels or tamper-resistant mechanisms having been removed from the Products; and (iii) the Products not having been subjected to misuse, neglect, accident, alteration, improper installation, repair not authorized by SmartDrone, or combination with items not supplied by SmartDrone which, in the reasonable judgment of SmartDrone, adversely affect the condition or operation of the Products. This warranty is non- transferable.
b) Limited Remedies. SmartDrone will repair or replace (without any additional charge) any Products that do not conform to the warranty set forth in Section 8(a), or refund or credit to Buyer the amount of the purchase price of such defective or nonconforming Products, in each case, upon their return to SmartDrone during the warranty period stated above (with transportation charges prepaid by Buyer, to be credited or refunded after verification of defectiveness or nonconformity of returned Products), provided that (i) SmartDrone is promptly notified in writing with a detailed explanation of the alleged deficiencies upon Buyer’s discovery of such deficiencies; and (ii) SmartDrone’s examination of the Products confirms that such Products are defective or nonconforming with respect to the applicable specifications. Buyer must return the defective or nonconforming Products to SmartDrone, even if SmartDrone, at its option, delivers replacement Products in advance of such return; otherwise Buyer must pay SmartDrone the full purchase price for such replacement Products. Buyer’s remedies for breach of warranty with respect to the Products will be limited exclusively to those provided in this Section 8(b). The warranty period for replaced Products will be the remainder of the original warranty period or sixty (60) days, whichever is longer.
c) No Other Warranties. THE EXPRESS LIMITED WARRANTY IN SECTION 8(a) IS IN LIEU OF, AND SMARTDRONE AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PRODUCTS (INCLUDING ANY EMBEDDED SOFTWARE), INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THEIR ANALOGS UNDER THE LAWS OF ANY JURISDICTION. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
2. Limitations of Liability.
a) No Consequential Damages; Cap. IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS OR LICENSORS BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR ANTICIPATED PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, CONTINGENT OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE PRODUCTS OR THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF EITHER OR BOTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SMARTDRONE’S AGGREGATE LIABILITY FOR ALL DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO THE PRODUCTS OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT BUYER PAID FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM FOR DAMAGES. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT, HOWEVER, LIMIT EITHER PARTY’S LIABILITY, IF ANY, FOR: (A) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (B) ITS BREACH OF SECTIONS 4 (INTELLECTUAL PROPERTY RIGHTS) OR 5 (CONFIDENTIAL INFORMATION); (C) ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (D) ITS GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
b) Safety. Buyer is solely responsible for selection of the Products for Buyer’s intended use (including in Integrated Products and its distribution to Evaluators), for the safe and proper use of data and information output generated by the Products, and for compliance with all applicable laws, rules and regulations in the use of the Products.